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Semtech Announces Second Quarter Of Fiscal Year 2013 Results

Semtech Corporation (Nasdaq: SMTC), a leading supplier of analog and
mixed-signal semiconductors, today reported unaudited financial results
for its second quarter of fiscal year 2013, which ended July 29, 2012.

Semtech Corporation (Nasdaq: SMTC), a leading supplier of analog and mixed-signal semiconductors, today reported unaudited financial results for its second quarter of fiscal year 2013, which ended July 29, 2012.

Net revenue for the second quarter of fiscal year 2013 was $150.7 million, up 15.7 percent from the second quarter of fiscal year 2012 and up 29.2 percent from the first quarter of fiscal year 2013. Second quarter revenue included a full quarter of revenue from the Gennum acquisition, which closed on March 20, 2012. Revenue attributable to the Gennum product group was $35.3 million.

Gross profit margin, computed in accordance with U.S. generally accepted accounting principles (GAAP), for the second quarter of fiscal year 2013 was 49.5 percent compared to 60.4 percent in the second quarter of fiscal year 2012 and 47.4 percent in the first quarter of fiscal year 2013. GAAP gross profit margin for the quarter was negatively impacted by a $17.7 million purchase accounting adjustment related to inventory acquired from Gennum, which lowered GAAP gross margin by 11.7 percentage points.

GAAP net income for the second quarter of fiscal year 2013 was $10.0 million, or approximately 15 cents per diluted share. This compares to GAAP net income of $27.1 million or 40 cents per diluted share in the second quarter of fiscal year 2012 and GAAP net income of $2.2 million or 3 cents per diluted share in the first quarter of fiscal year 2013.

In the second quarter of fiscal year 2013, Semtech recognized a GAAP tax benefit of $11.3 million primarily as a result of the regional tax impact of purchase accounting adjustments related to the Gennum acquisition. This tax benefit positively impacted GAAP diluted earnings per share by approximately 12 cents.

To facilitate the complete understanding of comparable financial performance between periods, Semtech also presents performance results net of certain non-cash and one-time items. Semtech's non-GAAP results exclude the following items:

Stock-based compensation expense

Acquisition related fair value adjustments

Option and restatement related expenses

Transaction and other acquisition related items

Intangible amortization and impairments

Restructuring and integration related expenses

Release of prior accrued taxes on foreign earnings

Non-GAAP gross profit margin for the second quarter of fiscal year 2013 was 61.2 percent. Non-GAAP gross profit margin for the second quarter of fiscal year 2012 was 60.6 percent and 58.5 percent in the first quarter of fiscal year 2013.

Non-GAAP net income for the second quarter of fiscal year 2013 was $27.5 million or 41 cents per diluted share. Non-GAAP net income was $33.2 million or 49 cents per diluted share in the second quarter of fiscal year 2012 and was $17.9 million or 27 cents per diluted share in the first quarter of fiscal year 2013.

As of July 29, 2012 Semtech had $173.4 million in cash, cash equivalents and marketable securities and $341.6 million in debt, compared to $161.0 million in cash, cash equivalents and marketable securities and $347.1 million in debt at the end of the first quarter of fiscal year 2013.

Mohan Maheswaran, Semtech's President and Chief Executive Officer, said, "The second quarter of fiscal year 2013 was another record quarter for Semtech. Our organic business grew 10% sequentially, and the $35 million, excluding IP revenue, posted by Gennum was a quarterly record for that business. Our 1,384 design wins and 21 new products indicate continued demand for our highly differentiated solutions. We believe our market-leading products, balanced end market exposure, and diversified growth platforms will enable us to deliver sustainable growth and profitability for our shareholders.”

The results announced today are preliminary, as they are subject to customary quarterly review procedures by the Company's independent registered public accounting firm. As such, these results are subject to revision until the Company will have filed its quarterly report on Form 10-Q for the second quarter of fiscal year 2013.

Third Quarter of Fiscal Year 2013 Outlook

Net sales are expected to be in the range of $148.0 million to $154.0 million

GAAP gross profit margin is expected to be up between 810 and 880 basis points from Q2 2013

The purchase accounting adjustment for acquired inventory, which is included in the above GAAP estimate, is expected to be approximately $4.4 million

Non-GAAP gross profit margin is expected to be between -40 and +20 basis points from Q2 2013

GAAP SG&A expense is expected to be in the range of $30.7 million to $31.2 million

GAAP R&D expense is expected to be in the range of $31.6 million to $32.1 million

Stock-based compensation expense, which is included in the preceding GAAP estimates, is expected to be approximately $6.9 million, categorized as follows: $0.3 million cost of sales, $4.2 million SG&A, and $2.4 million R&D

Expenses related to integration activity are expected to be approximately $0.7 million

Amortization of acquired intangible assets is expected to be approximately $9.0 million

GAAP tax rate is expected to be a benefit between 1 percent and 2 percent

GAAP earnings are expected to be in the range of 15 cents to 20 cents per diluted share

Non-GAAP earnings are expected to be in the range of 41 cents to 45 cents per diluted share

Fully diluted share count is expected to be approximately 67.3 million shares

Capital expenditures are expected to be approximately $8.0 million

Interest expense is expected to be approximately $3.8 million

Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements prepared in accordance with GAAP, this release includes a non-GAAP presentation of gross profit, net income and earnings per diluted share. To provide additional insight into the Company's third quarter outlook, this release includes a presentation of forward-looking non-GAAP gross profit and earnings per diluted share. A further discussion of these non-GAAP financial measures can be found above. The non-GAAP gross profit, net income and earnings per diluted share measures exclude stock-based compensation, amortization of acquired intangible assets, and the other items detailed above. Free cash flow is defined as total cash provided (used in) by operating activities less additions to property and equipment. This non-GAAP financial measure assists investors in making a ready comparison of the company's expected free cash flow against the company's results for the respective prior periods and against management's previously provided expectations. These non-GAAP measures are provided to enhance the user's overall understanding of the Company's comparable financial performance between periods. In addition, the Company's management generally excludes the items noted above when managing and evaluating the performance of the business. The financial statements provided with this release include reconciliations of GAAP results for the second quarter of fiscal years 2013 and 2012 and the first quarter of fiscal year 2013; and a reconciliation of forward-looking earnings per diluted share for the third quarter of fiscal year 2013. These additional financial measures should not be considered substitutes for any measures derived in accordance with GAAP and may be inconsistent with similar measures presented by other companies.

Forward-Looking and Cautionary Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance, future operational performance, the anticipated impact of specific items on future earnings, and our plans, objectives and expectations. These forward-looking statements are identified by the use of such terms and phrases as "intends," "goal," "estimate, "expect," "project," "plans," "anticipates," "should," "will," "designed to," "believe," and other similar expressions which generally identify forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Important factors that could cause actual results to differ materially include, but are not limited to: the continuation and/or pace of key trends considered to be main contributors to the Company's growth, such as demand for increased network bandwidth, demand for increasing energy efficiency in the Company's products or end use applications of the products, demand for increasing miniaturization of electronic components; shifts in demand among target customers, and other comparable changes in projected or anticipated markets; the success of near and longer term efforts to integrate Gennum into the Company; unexpected acquisition-related costs and expenses; competitive changes in the market place applicable to the products of Gennum, as well as the products of the Company in its pre-Gennum “organic” product lines, including, but not limited to the pace of growth or adoption rates of applicable products or technologies; shifts in focus among target customers, and other comparable changes in projected or anticipated markets; adequate supply of components and materials from our suppliers, and of our products from our third-party manufacturers, to include disruptions due to natural causes or disasters, or related extraordinary weather events; the Company's ability to forecast and achieve anticipated revenues and earnings estimates in light of periodic economic uncertainty, to include impacts arising from European and global economic dynamics; the Company's ability to manage expenses to achieve anticipated amounts; and the amount and timing of expenditures for capital equipment deemed necessary or advisable by the Company. Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in the "Risk Factors" section and elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2012, in the Company's other filings with the SEC, and in material incorporated therein by reference. In light of the significant uncertainties inherent in the forward-looking information included herein, any such forward-looking information should not be regarded as representations by the Company that its objectives or plans will be achieved or that any of its operating expectations or financial forecasts will be realized. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Semtech

Semtech Corporation is a leading supplier of analog and mixed-signal semiconductors for high-end consumer, computing, communications and industrial equipment. Products are designed to benefit the engineering community as well as the global community. The company is dedicated to reducing the impact it, and its products, have on the environment. Internal green programs seek to reduce waste through material and manufacturing control, use of green technology and designing for resource reduction. Publicly traded since 1967, Semtech is listed on the NASDAQ Global Select Market under the symbol SMTC. For more information, visit http://www.semtech.com.

Semtech and the Semtech logo are marks of Semtech Corporation.

SEMTECH CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Table in thousands - except per share amount)

Three Months Ended

Six Months Ended

July 29,

April 29,

July 31,

July 29,

July 31,

2012

2012

2011

2012

2011

Q2 2013

Q1 2013

Q2 2012

FY 2013

FY 2012

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$

150,704

$

116,642

$

130,254

$

267,346

$

252,625

Cost of sales

76,179

61,305

51,534

137,484

100,051

Gross profit

74,525

55,337

78,720

129,862

152,574

Operating costs and expenses:

Selling, general and administrative

31,220

44,818

22,481

76,038

49,186

Product development and engineering

32,613

24,083

22,228

56,696

40,753

Intangible amortization and impairments

7,977

5,578

2,103

13,555

4,205

Total operating costs and expenses

71,810

74,479

46,812

146,289

94,144

Operating income (loss)

2,715

(19,142

)

31,908

(16,427

)

58,430

Interest expense

(3,404

)

(1,513

)

-

(4,917

)

-

Interest income and other (expense), net

(628

)

(116

)

(117

)

(744

)

(557

)

(Loss) income before taxes

(1,317

)

(20,771

)

31,791

(22,088

)

57,873

(Benefit) provision for taxes

(11,339

)

(22,980

)

4,653

(34,319

)

8,153

Net income

$

10,022

$

2,209

$

27,138

$

12,231

$

49,720

Earnings per share:

Basic

$

0.15

0.03

$

0.41

$

0.19

$

0.76

Diluted

$

0.15

$

0.03

$

0.40

$

0.18

$

0.74

Weighted average number of shares:

Basic

65,587

65,282

65,547

65,435

65,050

Diluted

67,165

67,233

68,186

67,207

67,638

SEMTECH CORPORATION

CONSOLIDATED BALANCE SHEETS

(Table in thousands)

July 29,

Jan 29,

2012

2012

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

165,858

$

227,022

Temporary investments

-

83,121

Accounts receivable, net

77,284

49,644

Inventories

75,951

46,995

Deferred tax assets

13,876

5,339

Other current assets

47,063

15,191

Total current assets

380,032

427,312

Property, plant and equipment, net

98,174

69,713

Long-term investments

7,518

17,522

Deferred income taxes

47,411

-

Goodwill

389,806

129,651

Other intangible assets, net

223,095

66,720

Other assets

22,170

15,403

Total assets

$

1,168,206

$

726,321

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

44,052

$

26,699

Accrued liabilities

32,390

32,389

Deferred revenue

5,842

3,853

Current portion - long term debt

21,835

-

Deferred tax liabilities

4,601

4,041

Total current liabilities

108,720

66,982

Deferred tax liabilities - non-current

52,923

1,000

Long term debt - less current

319,788

-

Other long-term liabilities

29,509

28,151

Shareholders’ equity

657,266

630,188

Total liabilities & shareholders' equity

$

1,168,206

$

726,321

SEMTECH CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Table in thousands)

Six Months Ended

July 29,

July 31,

2012

2011

(Unaudited)

(Unaudited)

Cash flows from operating activities:

Net income

$

12,231

$

49,720

Adjustments to reconcile net income to net cash provided by operations

Depreciation and amortization

13,708

8,811

Amortization of acquisition related fair value adjustments

37,437

-

Accretion of deferred financing costs and debt discount

1,081

-

Accrued interest expense

227

-

Deferred income taxes

(12,425

)

6,239

Stock-based compensation

10,245

12,108

Excess tax benefits on stock based compensation

(2,913

)

(1,719

)

Loss on disposition of property, plant, and equipment

85

7

Changes in assets and liabilities

(47,805

)

(34,580

)

Net cash provided by operating activities

11,871

40,586

Cash flows from investing activities:

Purchase of available-for-sale investments

(10,106

)

(83,830

)

Proceeds from sales and maturities of available-for-sale investments

103,199

50,004

Proceeds from sales of property, plant, and equipment

-

5

Purchase of property, plant, and equipment

(10,715

)

(15,259

)

Acquisitions, net of cash acquired

(491,717

)

-

Net cash used in investing activities

(409,339

)

(49,080

)

Cash flows from financing activities:

Proceeds from debt issue, net of discount

347,000

-

Deferred financing cost

(10,062

)

-

Excess tax benefits on stock based compensation

2,913

1,719

Proceeds from issuance of common stock

2,413

28,896

Repurchase of outstanding common stock

(269

)

(551

)

Payment of debt

(5,625

)

-

Net cash provided by financing activities

336,370

30,064

Effect of foreign currency translation on cash and cash equivalents

(66

)

-

Net (decrease) increase in cash and cash equivalents

(61,164

)

21,570

Cash and cash equivalents at beginning of period

227,022

119,019

Cash and cash equivalents at end of period

$

165,858

$

140,589

SEMTECH CORPORATION

SUPPLEMENTAL INFORMATION - NOTES TO CONSOLIDATED GAAP STATEMENTS OF INCOME